FAIRCHILD INTERNATIONAL CORPORATION Suite 600 595 Hornby Street Vancouver, British Columbia V6C 1A4

XXXXXXXXX INTERNATIONAL CORPORATION
Suite 000
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

April 30, 2002

XXXXX XXXXX

Dear Xxxxx:

Re: Xxxxxxxxx International Corporation (the "Corporation") - Stock Option Agreement

This letter will serve to confirm that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it has been agreed to amend the incentive stock option agreement (the "Stock Option Agreement") entered into between yourself and the Corporation dated effective September 7, 2001 respecting the issuance to you of stock options (the "Options") to purchase up to an aggregate of 450,000 common shares in the capital stock of the Corporation at an exercise price of $0.25 per share exercisable until September 7, 2004.

Pursuant to section 6 of the terms and conditions attached to and forming part of the Stock Option Agreement, , the Stock Option Agreement shall be and is hereby amended to provide that the exercise price of the Options will be $0.06 per share.

The Stock Option Agreement, as amended hereby, shall continue in full force and effect.

Yours truly,

XXXXXXXXX INTERNATIONAL CORPORATION

Per: /s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx,
President

I, XXXXX XXXXX, hereby consent to and agree with the foregoing, this 1st day of May, 2002.

/s/ Xxxxx Xxxxx

_________________________________________
XXXXX XXXXX